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Exhibit 10.34    
    


GT SOLAR INTERNATIONAL, INC.  


 2008 EQUITY INCENTIVE PLAN  


 ARTICLE I

PURPOSE  


        Purpose of the Plan.    The Plan shall be known as the GT Solar International, Inc. 2008 Equity Incentive Plan (the
"Plan"). The Plan is intended to further the growth in shareholder value of the Company by providing equity-related incentives and encouraging Share
ownership on the part of the Employees, Members of the Board, and Independent Contractors of GT Solar International, Inc. (the "Company") and its
Subsidiaries. The Plan is intended to permit the grant of Awards that constitute Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock,
Restricted Stock Units and Other Stock Awards. 


ARTICLE II

DEFINITIONS  


        The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context: 



        "1934 Act" means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the 1934 Act or regulation thereunder
shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending,
supplementing or superseding such section or regulation. 


        "Affiliate" means any corporation or any other entity (including, but not limited to, partnerships and joint ventures) directly or
indirectly controlled by the Company. 


        "Award" means, individually or collectively, a grant under the Plan of Non-Qualified Stock Options, Incentive Stock Options,
Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, or Other Stock Awards. 


        "Award Agreement" means the written agreement setting forth the terms and conditions applicable to an Award. 


        "Base Price" means the price at which a SAR may be exercised with respect to a Share. 


        "Board" means the Company's Board of Directors, as constituted from time to time. 


        "Code" means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall
include such section or regulation, any valid regulation or other guidance promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing
or superseding such section or regulation. 


        "Committee" means the committee of the Board described in ARTICLE III.


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        "Employee" means an employee of the Company, a Related Company, an Affiliate or a Subsidiary designated by the Committee. Notwithstanding
anything to the contrary contained herein, the Committee may grant Awards to an individual who has been extended an offer of employment by the Company, a Related Company or a Subsidiary; provided that
any such Award shall be subject to forfeiture if such individual does not commence employment by a date established by the Committee. 


        "Exercise Price" means the price at which a Share subject to an Option may be purchased upon the exercise of the Option. 


        "Fair Market Value" means, except as otherwise specified in a particular Award Agreement, (a) while the Shares are readily traded
on an established national or regional securities exchange, the closing transaction price of such a Share as reported by the principal exchange on which such Shares are traded on the date as of which
such value is being determined or, if there were no reported transaction for such date, the opening transaction price as reported by exchange for the first trading date following the date by which
such value is being determined on the next preceding date for which a transaction was reported, (b) if the Shares are not readily traded on an established national or regional securities
exchange, the average of the bid and ask prices for such a Share on the date as of which such value is being determined, where quoted for such Shares, or (c) if Fair Market Value cannot be
determined under clause (a) or clause (b) above, or if the Committee determines in its sole discretion that the Shares are too thinly traded for Fair Market Value to be determined
pursuant to clause (a) or clause (b), the value as determined by the Committee, in its sole discretion, on a good faith basis. 


        "Grant Date" means the date that the Award is granted. 


        "Immediate Family" means the Participant's children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings
(including half-brothers and half-sisters), in-laws (including all such relationships arising because of legal adoption) and any other person required under
applicable law to be accorded a status identical to any of the foregoing. 


        "Incentive Stock Option" means an Option that is designated as an Incentive Stock Option and is intended by the Committee to meet the
requirements of Section 422 of the Code. 


        "Independent Contractor" means an independent contractor or consultant of the Company, a Related Company or a Subsidiary designated by the
Committee. Notwithstanding anything to the contrary contained herein, the Committee may grant Awards to an individual who has been extended an offer to become an independent contractor or consultant
by the Company, a Related Company or a Subsidiary; provided that any such Award shall be subject to forfeiture if such individual does not commence employment by a date established by the Committee. 


        "Member of the Board" means an individual who is a member of the Board or of the board of directors of a Related Company or a Subsidiary. 


        "Non-Qualified Stock Option" means an Option that is not an Incentive Stock Option. 



        "Option" means an option to purchase Shares granted pursuant to ARTICLE V. 


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        "Other Stock Award" means an Award granted pursuant to ARTICLE VIII to receive Shares on
the terms specified in any applicable Award Agreement. 


        "Participant" means an Employee, Independent Contractor, or Member of the Board with respect to whom an Award has been granted and remains
outstanding. 


        "Performance Goals" means goals established by the Committee as contingencies for Awards to vest and/or become exercisable or
distributable. 


        "Performance Period" means the designated period during which the Performance Goals must be satisfied with respect to the Award to which
the Performance Goals relate. 


        "Period of Restriction" means the period during which Restricted Stock or an RSU is subject to forfeiture and/or restrictions on
transferability. 


        "Plan" means this GT Solar International, Inc. 2008 Equity Incentive Plan, as set forth in this instrument and as hereafter amended
from time to time. 


        "Related Company" means any person or entity that would be considered a single employee with the Company under Section 414(b) or
(c) of the Code if the language "at least 80 percent" as used in connection with the application of these provisions were placed by "at least 50%." 


        "Restricted Stock" means a Stock Award granted pursuant to ARTICLE VI under which the
Shares are subject to forfeiture upon such terms and conditions as specified in the relevant Award Agreement. 


        "Restricted Stock Unit" or "RSU" means a Stock Award granted pursuant to  ARTICLE VI subject to a period or periods of time
after which the Participant will receive Shares if the conditions contained in such Stock Award have
been met. 


        "Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act, as amended, and any future regulation
amending, supplementing or superseding such regulation. 


        "Share" means the Company's common stock, par value $0.01 per share, or any security issued by the Company or any successor in exchange or
in substitution therefor. 


        "Stock Appreciation Right" or "SAR" means an Award granted pursuant to  ARTICLE VII, granted alone or in tandem with a
related Option which is designated by the Committee as an SAR. 


        "Stock Award" means an Award of Restricted Stock or an RSU pursuant to ARTICLE VI.


        "Subsidiary(ies)" means any corporation (other than the Company) in an unbroken chain of corporations, including and beginning with the
Company, if each of such corporations, other than the last corporation in the unbroken chain, owns, directly or indirectly, more than fifty percent (50%) of the voting stock in one of the other
corporations in such chain. 


        "Ten Percent Holder" means an Employee (together with persons whose stock ownership is attributed to the Employee pursuant to
Section 424(d) of the Code) who, at the time an Option is 


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granted,
owns stock representing more than ten percent of the voting power of all classes of stock of the Company. 


ARTICLE III

ADMINISTRATION  


        3.1   The Committee.    The Plan shall be administered by the compensation committee of the Board (the
"Committee"). Reference to the Committee shall refer to the Board if the Committee ceases to exist and the Board does not appoint a successor Committee. 


        3.2   Authority and Action of the Committee.    It shall be the duty of the Committee to administer the Plan in
accordance with the Plan's provisions. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to,
the power to (a) determine which Employees, Members of the Board and Independent Contractors shall be eligible to receive Awards and to grant Awards, (b) prescribe the form, amount,
timing and other terms and conditions of each Award, (c) interpret the Plan and the Award Agreements, (d) adopt such procedures as it deems necessary or appropriate to permit
participation in the Plan by eligible Employees, Members of the Board and Independent Contractors, (e) adopt such rules as it deems necessary or appropriate for the administration,
interpretation and application of the Plan, (f) interpret, amend or revoke any such procedures or rules, (g) correct any technical defect(s) or technical omission(s), or reconcile any
technical inconsistency(ies), in the Plan and/or any Award Agreement, (h) accelerate the vesting of any award, (i) extend the period during which an Option may be exercisable, and
(j) make all other decisions and determinations that may be required pursuant to the Plan and/or any Award Agreement or as the Committee deems necessary or advisable to administer the Plan. 



        The
Committee's determinations under the Plan need not be uniform and may be made selectively among Participants, whether or not such Participants are similarly situated. Each member of
the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any Employee of the Company or any of its Subsidiaries or Affiliates, the
Company's independent certified public accountants or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan. 


        The
Company shall effect the granting of Awards under the Plan, in accordance with the determinations made by the Committee, by execution of written agreements and/or other instruments
in such form as is approved by the Committee. 


        3.3   Delegation by the Committee.    The Committee in its sole discretion and on such terms and conditions as it may
provide may delegate all or any part of its authority and powers under the Plan to one or more Members of the Board of the Company and/or officers of the Company; provided, however, that the Committee
may not delegate its authority or power if prohibited by law, or if such delegation would cause the Awards or other transactions under the Plan to cease to be exempt from Section 16(b) of the
1934 Act or not to qualify for, or cease to qualify for, exemption under Code § 162(m). 


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        3.4   Decisions Binding.    All determinations, decisions and interpretations of the Committee, the Board, and any
delegate of the Committee pursuant to the provisions of the Plan or any Award Agreement shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by
law. 


        3.5   Performance Goals.    The Committee shall have the authority to grant Awards under this Plan that are
contingent upon the achievement of Performance Goals. Such Performance Goals are to be specified in the relevant Award Agreement and may be based on such factors including, but not limited to:
(a) revenue, (b) earnings per Share, (c) net income per Share, (d) Share price, (e) pre-tax profits, (f) net earnings, (g) net income,
(h) operating income, (i) cash flow, (j) earnings before interest, taxes, depreciation and amortization, (k) bookings, (l) total stockholder return relative to
assets, (m) total stockholder return relative to peers, (n) financial returns (including, without limitation, return on assets, return on equity and return on investment),
(o) cost reduction targets, (p) customer satisfaction, (q) customer growth, (r) employee satisfaction, (s) gross margin, (t) revenue growth, (u) any
combination of the foregoing, or, (v) such other criteria as the Committee may determine. Performance Goals may be in respect of the performance of the Company, any of its Subsidiaries or
Affiliates or any combination thereof on either a consolidated, business unit or divisional level. Performance Goals may be absolute or relative (to prior performance of the Company or to the
performance of one or more other entities or external indices) and may be expressed in terms of a progression within a specified range. The foregoing criteria shall have any reasonable definitions
that the Committee may specify, which may include or exclude any or all of the following items, as the Committee may specify: extraordinary, unusual or non-recurring items; effects of
accounting changes; effects of currency fluctuations; effects of financing activities (e.g., effect on earnings per share of issuing convertible debt securities); expenses for restructuring,
productivity initiatives or new business initiatives; non-operating items; acquisition expenses; and effects of divestitures. Any such performance criterion or combination of such criteria
may apply to the participant's award opportunity in its entirety or to any designated portion or portions of the award opportunity, as the Committee may specify. 


ARTICLE IV

SHARES SUBJECT TO THE PLAN  


        4.1   Number of Shares.    Subject to adjustment as provided in  Section 9.11, the number of Shares available for grants of Awards under the Plan
shall be 15,000,000 Shares (which number takes into account a
stock split authorized June 30, 2008, pursuant to which each Share was converted into seventeen (17) Shares). Shares awarded under the Plan may be either: authorized but unissued Shares,
authorized and issued Shares reacquired and held as treasury Shares or a combination thereof. To the extent permitted by applicable law or exchange rules, Shares issued in assumption of, or in
substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or any Subsidiary or Affiliate shall not reduce the Shares available for grants of Awards
under this Section 4.1. The maximum number of shares with respect to which Incentive Stock Options may be granted shall be 15,000,000. 


        4.2   Lapsed Awards.    To the extent that Shares subject to an outstanding Option (except to the extent Shares are
issued or delivered by the Company in connection with the exercise of a tandem SAR) or other Award are not issued or delivered by reason of (i) the expiration, cancellation, forfeiture or other
termination of such Award, (ii) the withholding of such Shares in 


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satisfaction
of applicable federal, state or local taxes or (iii) of the settlement of all or a portion of such Award in cash, then such Shares shall again be available under this Plan. 


ARTICLE V

STOCK OPTIONS  


        5.1   Grant of Options.    Subject to the provisions of the Plan, Options may be granted to Participants at such
times, and subject to such terms and conditions, as determined by the Committee in its sole discretion. An Award of Options may include Incentive Stock Options, Non-Qualified Stock
Options, or a combination thereof; provided, however, that an Incentive Stock Option may only be granted to an Employee of the Company or a Subsidiary and no Incentive Stock Option shall be granted
more than ten years after the earlier of (i) the date this Plan is adopted by the Board or (ii) the date this Plan is approved by the Company's shareholders. 



        5.2   Award Agreement.    Each Option shall be evidenced by an Award Agreement that shall specify the Exercise Price,
the expiration date of the Option, the number of Shares to which the Option pertains, any conditions to the exercise of all or a portion of the Option, and such other terms and conditions as the
Committee, in its discretion, shall determine. The Award Agreement pertaining to an Option shall designate such Option as an Incentive Stock Option or a Non-Qualified Stock Option.
Notwithstanding any such designation, to the extent that the aggregate Fair Market Value (determined as of the Grant Date) of Shares with respect to which Options designated as Incentive Stock Options
are exercisable for the first time by a Participant during any calendar year (under this Plan or any other plan of the Company, or any parent or subsidiary as defined in Section 424 of the
Code) exceeds $100,000, such Options shall constitute Non-Qualified Stock Options. For purposes of the preceding sentence, Incentive Stock Options shall be taken into account in the order
in which they are granted. 


        5.3   Exercise Price.    Subject to the other provisions of this Section, the Exercise Price with respect to Shares
subject to an Option shall be determined by the Committee in its sole discretion; provided, however, that the Exercise Price shall be not less than one hundred percent (100%) of the Fair Market Value
of a Share on the Grant Date; and provided further, that the Exercise Price with respect to an Incentive Stock Option granted to a Ten Percent Holder shall not be less than one hundred and ten percent
(110%) of the Fair Market Value of a Share on the Grant Date. 


        5.4   Expiration Dates.    Each Option shall terminate not later than the expiration date specified in the Award
Agreement pertaining to such Option; provided, however, that the expiration date with respect to an Option shall not be later than the tenth anniversary of its Grant Date and the expiration date with
respect to an Incentive Stock Option granted to a Ten Percent Holder shall not be later than the fifth anniversary of its Grant Date. 



        5.5   Exercisability of Options.    Subject to Section 5.4,
Options granted under the Plan shall be exercisable at such times, and shall be subject to such restrictions and conditions, as the Committee shall determine in its sole discretion. The exercise of an
Option is contingent upon payment by the Optionee of the amount sufficient to pay all taxes required to be withheld by any governmental agency. Such payment may be in any form approved by the
Committee. 


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        5.6   Method of Exercise.    Options shall be exercised by the Participant's delivery of a written notice of exercise
to the General Counsel of the Company (or his or her designee), setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment of the Exercise
Price with respect to each such Share and an amount sufficient to pay all taxes required to be withheld by any governmental agency. The Exercise Price shall be payable to the Company in full in cash
or its equivalent. The Committee, in its sole discretion, also may permit exercise (a) by tendering previously acquired Shares which have been held by the Optionee for at least six months
having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price of the Shares with respect to which the Option is to be exercised, or (b) by any other means
which the Committee, in its sole discretion, determines to both provide legal consideration for the Shares, and to be consistent with the purposes of the Plan. As soon as practicable after receipt of
a written notification of exercise and full payment for the Shares with respect to which the Option is exercised, the Company shall deliver to the Participant Share certificates (which may be in book
entry form) for such Shares with respect to which the Option is exercised. 


        5.7   Restrictions on Share Transferability.    Incentive Stock Options are not transferable, except by will or the
laws of descent. The Committee may impose such additional restrictions on any Shares acquired pursuant to the exercise of an Option as it may deem advisable, including, but not limited to,
restrictions related to applicable federal securities laws, the requirements of any national securities exchange or system upon which Shares are then listed or traded, or any blue sky or state
securities laws. 


        5.8   Cashing Out of Option.    On receipt of written notice of exercise, the Committee may elect to cash out all or
part of the portion of the Shares for which an Option is being exercised by paying the optionee an amount, in cash or Shares, equal to the excess of the Fair Market Value of the Shares over the option
price times the number of Shares for which the Option is being exercised on the effective date of such cash-out. 


ARTICLE VI

STOCK AWARDS  


        6.1   Grant of Stock Awards.    Subject to the provisions of the Plan, Stock Awards may be granted to such
Participants at such times, and subject to such terms and conditions, as determined by the Committee in its sole discretion. 



        6.2   Stock Award Agreement.    Each Stock Award shall be evidenced by an Award Agreement that shall specify the
number of Shares granted, the price, if any, to be paid for the Shares and the Period of Restriction applicable to a Restricted Stock Award or RSU Award and such other terms and conditions as the
Committee, in its sole discretion, shall determine. 


        6.3   Transferability/Share Certificates.    Shares subject to an Award of Restricted Stock may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated during a Period of Restriction. During the Period of Restriction, a Restricted Stock Award may be registered in the holder's name
or a nominee's name at the discretion of the Company and may bear a legend as described in Section 6.4.2. Unless the Committee determines
otherwise, shares of Restricted Stock shall be held by the Company as escrow agent during the applicable Period of Restriction, together 


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with
stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate by the Company, which
would permit transfer to the Company of all or a portion of the Shares subject to the Restricted Stock Award in the event such Award is forfeited in whole or part. 


        6.4   Other Restrictions.    The Committee, in its sole discretion, may impose such other restrictions on Shares
subject to an Award of Restricted Stock as it may deem advisable or appropriate. 


        6.4.1  General Restrictions.    The Committee may set restrictions based upon applicable federal or state securities
laws, or any other basis determined by the Committee in its discretion. 



        6.4.2  Legend on Certificates.    The Committee, in its sole discretion, may legend the certificates representing
Restricted Stock during the Period of Restriction to give appropriate notice of such restrictions. For example, the Committee may determine that some or all certificates representing Shares of
Restricted Stock shall bear the following legend: "The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject
to certain restrictions on transfer as set forth in the GT Solar International, Inc. 2008 Equity Incentive Plan (the "Plan"), and in a Restricted
Stock Award Agreement (as defined by the Plan). A copy of the Plan and such Restricted Stock Award Agreement may be obtained from the General Counsel of GT Solar International, Inc." 


        6.5   Removal of Restrictions.    Shares of Restricted Stock covered by a Restricted Stock Award made under the Plan
shall be released from escrow as soon as practicable after the termination of the Period of Restriction and, subject to the Company's right to require payment of any taxes, a certificate or
certificates or other document evidencing ownership of the requisite number of Shares shall be delivered to the Participant. 



        6.6   Voting Rights.    During the Period of Restriction, Participants holding Shares of Restricted Stock granted
hereunder may exercise full voting rights with respect to those Shares, unless otherwise provided in the Award Agreement. 


        6.7   Dividends and Other Distributions.    During the Period of Restriction, Participants holding shares of
Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement. If any such dividends or
distributions are paid in Shares, the Shares shall be deposited with the Company and shall be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock
with respect to which they were paid. 


        6.8   Performance Goals and Performance Periods.    The Committee may grant Stock Awards that become earned if the
Participant achieves the applicable Performance Goals during and in respect of the designated Performance Period. The Performance Goals and the Performance Period shall be established by the
Committee, in its sole discretion. The Committee shall establish Performance Goals for each Performance Period prior to, or as soon as practicable after, the commencement of such Performance Period.
The Committee shall also establish a schedule or schedules for the Stock Awards setting forth the portion of the Award which will be earned or 


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forfeited
based on the degree of achievement, or lack thereof, of the Performance Goals at the end of the relevant Performance Period. The Performance Goals shall be defined as to their respective
components and meaning by the Committee (in its sole discretion). During any Performance Period, the Committee shall have the authority to adjust the Performance Goals and/or the Performance Period in
such manner as the Committee, in its sole discretion, deems appropriate at any time and from time to time. The payout of any such Award may be adjusted at the discretion of the Committee. 


ARTICLE VII

STOCK APPRECIATION RIGHTS  


        7.1   Grant of SARs.    Subject to the provisions of the Plan, SARs may be granted to such Participants at such
times, and subject to such terms and conditions, as shall be determined by the Committee in its sole discretion; provided, however, that any tandem SAR (i.e., a SAR granted in tandem with an Option)
related to an Incentive Stock Option shall be granted at the same time that such Incentive Stock Option is granted. 


        7.2   Base Price and Other Terms.    The Committee, subject to the provisions of the Plan, shall have complete
discretion to determine the terms and conditions of SARs granted under the Plan. Without limiting the foregoing, the Base Price with respect to Shares subject to a tandem SAR shall be the same as the
Exercise Price with respect to the Shares subject to the related Option. 



        7.3   SAR Agreement.    Each SAR grant shall be evidenced by an Award Agreement that shall specify the Base Price
(which shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date), the term of the SAR, the conditions of exercise, and such other terms and conditions as
the Committee, in its sole discretion, shall determine. 


        7.4   Expiration Dates.    Each SAR shall terminate no later than the tenth anniversary of its Grant Date; provided,
however, that the expiration date with respect to a tandem SAR shall not be later than the expiration date of the related Option. 



        7.5   Payment of SAR Amount.    Unless otherwise specified in the Award Agreement pertaining to a SAR, a SAR may be
exercised (a) by the Participant's delivery of a written notice of exercise to the General Counsel of the Company (or his or her designee) setting forth the number of whole SARs which are being
exercised, (b) in the case of a tandem SAR, by surrendering to the Company any Options which are cancelled by reason of the exercise of such SAR, and (c) by executing such documents as
the Company may reasonably request. Except as otherwise provided in the relevant Award Agreement, upon exercise of a SAR, the Participant shall be entitled to receive payment from the Company in an
amount determined by multiplying: (i) the amount by which the Fair Market Value of a Share on the date of exercise exceeds the Base Price specified in the Award Agreement pertaining to such
SAR; by (ii) the number of Shares with respect to which the SAR is exercised. 


        7.6   Payment Upon Exercise of SAR.    Payment to a Participant upon the exercise of the SAR shall be made, as
determined by the Committee in its sole discretion, either (a) in cash, (b) in Shares with a Fair Market Value equal to the amount of the payment or (c) in a combination thereof,
as set forth in the applicable Award Agreement. 


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ARTICLE VIII

OTHER STOCK AWARDS  


        Subject to the provisions of the Plan, the Committee may develop sub-plans or grant other equity-based awards ("Other Stock
Awards") on such terms as it may determine, including, but not limited to, Awards designed to comply with or take advantage of applicable local laws of jurisdictions outside of
the United States. Without limiting the foregoing, the Committee may grant "dividend equivalent" Awards that entitle participants, on terms and conditions approved by the Committee, to receive an
amount equal to the dividends that would have been paid during a specified period on the amount of Shares specified in the Award. 


ARTICLE IX

MISCELLANEOUS  


        9.1   No Effect on Employment or Service.    Nothing in the Plan shall interfere with or limit in any way the right
of the Company to terminate any Participant's employment or service at any time, for any reason and with or without cause. 



        9.2   Participation.    No person shall have the right to be selected to receive an Award under this Plan, or, having
been so selected, to be selected to receive a future Award. 


        9.3   Successors.    All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall
be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of
the business or assets of the Company. 


        9.4   Beneficiary Designations.    Subject to the restrictions in  Section 9.5 below, a Participant under the Plan may name a beneficiary or
beneficiaries to whom any vested but unpaid Award shall be paid in the
event of the Participant's death. For purposes of this Section, a beneficiary may include a designated trust having as its primary beneficiary a family member of a Participant. Each such designation
shall revoke all prior designations by the Participant and shall be effective only if given in a form and manner acceptable to the Committee. In the absence of any such designation, any vested
benefits remaining unpaid at the Participant's death shall be paid to the Participant's estate and, subject to the terms of the Plan and of the applicable Award Agreement, any unexercised vested Award
may be exercised by the administrator or executor of the Participant's estate. 


        9.5   Nontransferability of Awards.    No Award granted under the Plan may be sold, transferred, pledged, assigned,
or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution; provided, however, that except as provided by in the relevant Award Agreement, a Participant may
transfer, without consideration, an Award other than an Incentive Stock Option to one or more members of his or her Immediate Family, to a trust established for the exclusive benefit of one or more
members of his or her Immediate Family, to a partnership in which all the partners are members of his or her Immediate Family, or to a limited liability company in which all the members are members of
his or her Immediate Family; provided, further, that any such Immediate Family, and any such trust, partnership and limited liability company, shall agree to be and shall be bound by the terms of the
Plan, and by the terms and 


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provisions
of the applicable Award Agreement and any other agreements covering the transferred Awards. All rights with respect to an Award granted to a Participant shall be available during his or her
lifetime only to the Participant and may be exercised only by the Participant or the Participant's legal representative. 


        9.6   No Rights as Stockholder.    Except to the limited extent provided in Sections
6.6 and 6.7, no Participant (nor any beneficiary) shall have any of the rights or privileges of a stockholder of the Company
with respect to any Shares issuable pursuant to an Award (or exercise thereof), unless and until certificates representing such Shares shall have been issued, recorded on the records of the Company or
its transfer agents or registrars, and delivered to the Participant (or beneficiary). 


        9.7   Withholding Requirements.    Prior to the delivery of any Shares or cash pursuant to an Award (or exercise
thereof), the Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign
taxes of any kind (including, but not limited to, the Participant's FICA and SDI obligations) which the Committee, in its sole discretion, deems necessary to be withheld or remitted to comply with the
Code and/or any other applicable law, rule or regulation with respect to such Award (or exercise thereof). 


        9.8   Withholding Arrangements.    The Committee, in its sole discretion and pursuant to such procedures as it may
specify from time to time, may permit or require a Participant to satisfy all or part of the tax withholding obligations in connection with an Award by (a) having the Company withhold otherwise
deliverable Shares, or (b) delivering to the Company already-owned Shares, in each case having a Fair Market Value equal to the amount sufficient to satisfy the minimum statutory tax
withholding obligations, provided such Shares have been held by the Participant for at least six months. 


        9.9   No Corporate Action Restriction.    The existence of the Plan, any Award Agreement and/or the Awards granted
hereunder shall not limit, affect or restrict in any way the right or power of the Board or the shareholders of the Company to make or authorize (a) any adjustment, recapitalization,
reorganization or other change in the Company's or any Subsidiary's or Affiliate's capital structure or business, (b) any merger, consolidation or change in the ownership of the Company or any
Subsidiary or Affiliate, (c) any issue of bonds, debentures, capital, preferred or prior preference stocks ahead of or affecting the Company's or any Subsidiary's or Affiliate's capital stock
or the rights thereof, (d) any dissolution or liquidation of the Company or any Subsidiary or Affiliate, (e) any sale or transfer of all or any part of the Company's or any Subsidiary's
or Affiliate's assets or business, or (f) any other corporate act or proceeding by the Company or any Subsidiary or Affiliate. No Participant, beneficiary or any other person shall have any
claim against any Member of the Board or the Committee, the Company or any Subsidiary or Affiliate, or any employees, officers, shareholders or agents of the Company or any Subsidiary or Affiliate, as
a result of any such action. 


        9.10 Restrictions on Shares.    Each Award made hereunder shall be subject to the requirement that if at any time
the Company determines that the listing, registration or qualification of the Shares subject to such Award upon any securities exchange or under any law, or the consent or approval of any governmental
body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the exercise or settlement of such Award or the delivery of 


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Shares
thereunder, such Award shall not be exercised or settled and such Shares shall not be delivered unless such listing, registration, qualification, consent, approval or other action shall have
been effected or obtained, free of any conditions not acceptable to the Company. The Company may require that certificates evidencing Shares delivered pursuant to any Award made hereunder bear a
legend indicating that the sale, transfer or other disposition thereof by the holder is prohibited except in compliance with the Securities Act of 1933, as amended, and the rules and regulations
thereunder. Finally, no Shares shall be issued and delivered under the Plan, unless the issuance and delivery of those Shares shall comply with all relevant regulations and any registration, approval
or action thereunder. 


        9.11 Changes in Capital Structure.    In the event that any dividend or distribution of Shares, recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, change of control or exchange of Shares or other securities of the
Company, or other corporate transaction or event (each a "Corporate Event") affects the Shares, the Board shall, in such manner as it in good faith
deems equitable, adjust any or all of (i) the number of Shares or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be
granted, (ii) the number of Shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards, and (iii) the Exercise Price or
Base Price with respect to any Award, or make provision for an immediate cash payment to the holder of an outstanding Award in consideration for the cancellation of such Award. 


        If
the Company enters into or is involved in any Corporate Event, the Board may, prior to such Corporate Event and effective upon such Corporate Event, take such action as it deems
appropriate, including, but not limited to, replacing Awards with substitute awards in respect of the Shares, other securities or other property of the surviving corporation or any affiliate of the
surviving corporation on such terms and conditions, as to the number of shares, pricing and otherwise, which shall substantially preserve the value, rights and benefits of any affected Awards granted
hereunder as of the date of the consummation of the Corporate Event. Notwithstanding anything to the contrary in the Plan, if any Corporate Event occurs, the Company shall have the right, but not the
obligation, to: (i) accelerate the partial or full exercisability of each Participant's Awards following the public announcement of such Corporate Event, (ii) cancel each Participant's
Awards that have not become exercisable and are not scheduled to become exercisable immediately prior to such Corporate Event, (iii) permit each Participant, at his or her election and within
any time period as the Committee may prescribe, to surrender such Participant's Awards (or any portion thereof) and to pay to each affected Participant in connection with the cancellation of such
Participant's Awards, an amount equal that the Committee, in its sole discretion, in good faith determines to be the equivalent value of such Award (e.g., in the case of an Option or SAR, the amount
of the spread), it being understood that the equivalent value of an Option or SAR with an exercise price greater than or equal to the fair market value of the underlying stock shall be $0 and
(iv) require each Participant to surrender his or her Awards (or any portion thereof) (A) in exchange for cash payment as described in clause (iii) or (B) in exchange for
another Award which the Committee, in the good faith exercise of its business judgment, determines to have a value substantially equivalent to the value of the Award surrendered. 



        Upon
receipt by any affected Participant of any such substitute awards (or payment) as a result of any such Corporate Event, such Participant's affected Awards for which such substitute 


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awards
(or payment) were received shall be thereupon cancelled without the need for obtaining the consent of any such affected Participant. Any actions or determinations of the Committee under this  Section 9.11 need not be uniform as to all outstanding Awards, nor treat all Participants identically. 


ARTICLE X

AMENDMENT, TERMINATION AND DURATION  


        10.1 Amendment, Suspension or Termination.    The Board, in its sole discretion, may amend, suspend or terminate
the Plan, or any part thereof, at any time and for any reason, subject to any requirement of stockholder approval required by applicable law, rule or regulation, including, without limitation,
Section 422 of the Code, Section 162(m) of the Code and the rules of the Nasdaq Stock Market, LLC; provided, however, the Board may amend the Plan and any Award Agreement, including
without limitation retroactive amendments, without shareholder approval as necessary to avoid the imposition of any taxes under Section 409A of the Code. Subject to the preceding sentence, the
amendment, suspension or termination of the Plan shall not, without the consent of the Participant, materially adversely alter or impair any rights or obligations under any Award theretofore granted
to such Participant. Notwithstanding the foregoing, the Committee may, but shall not be required to, amend or modify any Award to the extent necessary to avoid the imposition of taxes under
Section 409A of the Code. The Company intends to administer the Plan and all Awards granted thereunder in a manner that complies with Code Section 409A, however, the Company shall not be
responsible for any additional tax imposed pursuant to Code Section 409A, nor will the Company indemnify or otherwise reimburse Participant for any liability incurred as a result of Code
Section 409A. No Award may be granted during any period of suspension or after termination of the Plan. Notwithstanding anything in this Plan to the contrary and subject to  Section 9.11,
without the approval of stockholders of the Company, no amendment and no substitution or exchange of an outstanding Award shall
reduce the exercise price of any outstanding Option, Base Price of any outstanding SAR, or purchase price of any other outstanding Award conferring a right to purchase Stock to an amount less than the
Fair Market Value of a share at the date of grant of the outstanding Award. 


        10.2 Duration of the Plan.    The Plan shall, subject to  Section 10.1 terminate ten years after adoption by the Board, unless earlier terminated by
the Board and no further Awards shall be granted under
the Plan. The termination of the Plan shall not affect any Awards granted prior to the termination of the Plan. 


ARTICLE XI

LEGAL CONSTRUCTION  


        11.1 Gender and Number.    Except where otherwise indicated by the context, any masculine term used herein also
shall include the feminine; the plural shall include the singular and the singular shall include the plural. 


        11.2 Severability.    In the event any provision of the Plan or of any Award Agreement shall be held illegal or
invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan or the Award Agreement, and the Plan and/or the Award Agreement shall be construed and enforced as
if the illegal or invalid provision had not been included. 


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        11.3 Requirements of Law.    The granting of Awards and the issuance of Shares under the Plan shall be subject to
all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. 


        11.4 Governing Law; Waiver of Jury Trial.    The Plan and all Award Agreements shall be construed in accordance
with and governed by the laws of the State of Delaware, but without regard to its conflict of law provisions. Participant hereby agrees to waive all rights to trial by jury in any proceeding (whether
based on contract, tort or otherwise) arising out of or relating to any Award Agreement. 


        11.5 Captions.    Captions are provided herein for convenience only, and shall not serve as a basis for
interpretation or construction of the Plan. 


        11.6 Incentive Stock Options.    Should any Option granted under this Plan be designated an "Incentive Stock
Option," but fail, for any reason, to meet the requirements of the Code for such a designation, then such Option shall be deemed to be a Non-Qualified Stock Option and shall be valid as
such according to its terms. 


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Exhibit 10.34